Statement of Changes in Beneficial Ownership (4)
25 Juni 2015 - 8:43PM
Edgar (US Regulatory)
FORM 4
[ ]
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue.
See
Instruction 1(b).
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
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OMB APPROVAL
OMB Number:
3235-0287
Estimated average burden
hours per response...
0.5
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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
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1. Name and Address of Reporting Person
*
Liu Mark
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2. Issuer Name
and
Ticker or Trading Symbol
MERU NETWORKS INC
[
MERU
]
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director
_____ 10% Owner
__
X
__ Officer (give title below)
_____ Other (specify below)
General Counsel
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(Last)
(First)
(Middle)
894 ROSS DRIVE
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3. Date of Earliest Transaction
(MM/DD/YYYY)
5/15/2015
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(Street)
SUNNYVALE, CA 94089
(City)
(State)
(Zip)
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4. If Amendment, Date Original Filed
(MM/DD/YYYY)
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6. Individual or Joint/Group Filing
(Check Applicable Line)
_
X
_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
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1.Title of Security
(Instr. 3)
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2. Trans. Date
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2A. Deemed Execution Date, if any
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3. Trans. Code
(Instr. 8)
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4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
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5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
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6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)
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7. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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Amount
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(A) or (D)
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Price
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Common Stock
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5/15/2015
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A
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V
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1500
(1)
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A
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$1.2155
(2)
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26855
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D
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Common Stock
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6/24/2015
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M
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25000
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A
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$0.00
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51855
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D
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Common Stock
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6/24/2015
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F
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9395
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D
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$1.63
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42460
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D
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Table II - Derivative Securities Beneficially Owned (
e.g.
, puts, calls, warrants, options, convertible securities)
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1. Title of Derivate Security
(Instr. 3)
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2. Conversion or Exercise Price of Derivative Security
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3. Trans. Date
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3A. Deemed Execution Date, if any
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4. Trans. Code
(Instr. 8)
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5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
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6. Date Exercisable and Expiration Date
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7. Title and Amount of Securities Underlying Derivative Security
(Instr. 3 and 4)
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8. Price of Derivative Security
(Instr. 5)
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9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)
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10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4)
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11. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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(A)
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(D)
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Date Exercisable
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Expiration Date
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Title
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Amount or Number of Shares
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Restricted Stock Units
(3)
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$0.00
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6/24/2015
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M
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25000
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(4)
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7/8/2023
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Common Stock
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25000
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$0.00
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25000
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D
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Explanation of Responses:
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(
1)
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Represents shares of common stock acquired pursuant to the Meru Networks Inc. Employee Stock Purchase Plan. This transaction is exempt under Rule 16b-3(c).
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(
2)
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In accordance with the ESPP, these shares were purchased based on 85% of the closing price of the issuer's common stock on May 15, 2015.
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(
3)
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Each Restricted Stock Unit (RSU) represents a contingent right to receive one share of common stock of the issuer upon vesting.
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(
4)
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The RSUs will vest in annual installments over a period of three years, starting on the first anniversary of Mr. Liu's employment start date which was June 24, 2013, and with one third vesting each year thereafter, subject, in all cases, to his continued employment through each applicable vesting date. The RSU is subject to the change of control provisions described in the applicable change of control agreement.
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Reporting Owners
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Reporting Owner Name / Address
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Relationships
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Director
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10% Owner
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Officer
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Other
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Liu Mark
894 ROSS DRIVE
SUNNYVALE, CA 94089
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General Counsel
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Signatures
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/s/ Mark Liu
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6/25/2015
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**
Signature of Reporting Person
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Date
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Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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*
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If the form is filed by more than one reporting person,
see
Instruction 4(b)(v).
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**
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Intentional misstatements or omissions of facts constitute Federal Criminal Violations.
See
18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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Note:
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File three copies of this Form, one of which must be manually signed. If space is insufficient,
see
Instruction 6 for procedure.
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Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number.
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